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Unitronics

Share Issue/Capital Change Sep 14, 2014

7101_iss_2014-09-14_e52ff61b-5c35-430e-a8a4-355a27e62e50.pdf

Share Issue/Capital Change

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PRESS RELEASE Airport City, Israel September 14th , 2014

UNITRONICS (1989) (R"G) LTD.

***Regulated Information*** ***For Immediate Release***

RESULTS OF A PUBLIC OFFERING IN ISRAEL

Airport City, Israel – September 14th, 2014 – Unitronics published the attached Immediate Report pursuant to the requirements of Israeli law, concerning the results of its public offering of Non-Convertible Debentures (Series 5) in Israel in September 2014.

THE FORGOING DID NOT INCLUDE ANY PUBLIC OFFER IN BELGIUM; THE ISSUANCE OF THE COMPANY'S NON-CONVERTIBLE DEBENTURES (SERIES 5) DOES NOT INVOLVE ANY MODIFICATION OF RIGHTS ATTACHED TO THE COMPANY'S SHARES NOR ANY MODIFICATION OF THE COMPANY'S SHARE CAPITAL.

About Unitronics

Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.

This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.

Unitronics (1989) (R"G) Ltd. (the "Company" or "Unitronics")

Re: RESULTS OF UNITRONICS' PUBLIC OFFERING IN ISRAEL PURSUANT TO A SHELF OFFER REPORT DATED SEPTEMBER 10th, 2014.

(Pursuant to Article 30 of the Israeli Securities Law, 5728-1968 and to the Israeli Securities Regulations (Prospectus Offer Results Announcement), 5730-1969)

Further to publishing of the shelf prospectus dated August 20th, 2014 (the, "Shelf Prospectus"), and the Company's report dated August 20th, 2014 announcing the company's intention to raise debt from the public by way of an offering in Israel (only) of non-convertible Debentures (series 5) of the Company, the Company published a Shelf Offer Report dated September 10th, 2014 (the "Shelf Offer Report"). Following consummation of the offering under the Shelf Offer Report, Unitronics published the following Immediate Report pursuant to the requirements of the Israeli law, concerning the results of its public offering.

  1. Pursuant to the Shelf Offer Report, the Company offered the public in Israel up to NIS 40,000,000 par value Debentures (Series 5) of the Company (the "Debentures"), registered by name at 100% of their par value. The Debentures principal will be payable in nine unequal annual installments, on August 31st , in each of the years 2015 to 2023 (inclusive), as follows: (a) Two payments equal to 10% of the principal, will be paid on August 31st in each of the years 2015 to 2016 (inclusive); (b) Four payments equal to 5% of the principal, will be paid on August 31st in each of the years 2017 to 2020 (inclusive); (a) Three payments equal to 20% of the principal, will be paid on August 31st in each of the years 2021 to 2023 (inclusive).

The outstanding balance of the Debentures bears annual interest at the rate detailed below, payable in semiannual payments on the 28 of February and on the 31 of August of each of the years 2015 to 2023 (inclusive), for a period of six month period ending the day before the date of the interest payment, except for the first interest payment which will take place on March 1, 2015, for the period commencing on September 14 2014 and ending on February 28, 2015, calculated based on 365 days per year.

    1. Institutional Investors committed in early commitments to submit orders for the purchase of 32,000 units of Debentures.
    1. The public offer in the tender:

Pursuant to the Shelf Offer Report, the Company offered the public in Israel up to NIS 40,000,000 par value Debentures in 40,000 units in a uniform offer (as defined in the Israeli Securities Regulations (Securities Public Offer Manner), 2007), and in a tender offer for the interest rate, which will not exceed an annual rate of 5.9%. The units' composition and price are as follows:

NIS 1,000 par value Debentures offered at 100% of their par value NIS 1,000
Overall sum per unit NIS 1,000

4. The Tender Results, held on September 11th, 2014, were as follows:

The list of subscribers for the Debentures offered to the public as described above, was opened on September 11th, 2014 at 14:30 and closed on the same day at 16:30.

The Tender Results:

  • 4.1.Within the tender, a total of 425 orders, to purchase 59,028 units were received, at a total value of NIS 59,028,000, reflecting excessive demand of approximately 47.5%, of which orders to purchase 27,028 units were received from the public, and orders to purchase 23,000 units were received from Institutional Investors.
  • 4.2.Within the tender, the closing interest rate was set at 5.8% (the, "Closing Interest") while within the public tender, the maximal interest rate was 5.9% and within the tender for the Institutional Investors, the maximal interest rate was 6.9%.
  • 4.3.The Oversubscription in the tender at the Closing Interest was 6.8.

The allocation:

  • 4.4. 14 Orders of Institutional Investors (as defined in the Israeli Securities Law, 1968) to purchase 19,910 units offering an interest rate lower than the Closing Interest rate were fully accepted.
  • 4.5. 383 Orders of the public to purchase 18,425 units offering an interest rate lower than the closing interest rate were fully accepted.
  • 4.6. 3 Orders of Institutional Investors to purchase 2,800 units offering an interest rate equal to the Closing Interest rate were accepted, such that approximately 50% of each order was accepted.
  • 4.7. 18 Orders of the public to purchase 8,573 units offering an interest rate equal to the Closing Interest rate were accepted, such that approximately 3.09% of each order was accepted
  • 4.8. 5 Orders of Institutional Investors to purchase 9,290 units offering an interest rate exceeding the Closing Interest rate were denied.
  • 4.9. 2 Orders of the public to purchase 30 units offering an interest rate exceeding the Closing Interest rate were denied.
  • 4.10. In total, the Company will issue 40,000 units of Debentures (Series 5).
  • 4.11. The aggregate gross proceeds to be received by the Company in consideration for the offered Debentures, pursuant to the Shelf Offer Report, is NIS 40,000,000 (approximately EUR 8.5 million).
    1. Interest Rates:
  • 5.1.The annual interest rate for the Debentures, as set in the tender is: 5.8% (the "Annual Interest Rate (Series 5)").
  • 5.2.The semi-annual interest rate for the Debentures, as set in the tender is: 2.9% (the "Semi-Annual Interest Rate (Series 5)").
  • 5.3.The interest rate for the First Interest Period (as defined in the Shelf Offer Report) is: 2.55959% (the "Interest Rate of the First Interest Period").

Respectfully,

Unitronics (1989) (R"G) Ltd.

Date: September 14th, 2014 Name of the signatory: Mr. Gavriel Badusa Position of Signatory in the reporting corporation: CFO

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